Item 1. Financial Statements.

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Item 1. Financial Statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

(Unaudited)


	September 30, 2023		December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	305,355	$	428,505
Accounts receivable, net	4,332,499		3,674,525
Contract assets	1,584,623		1,080,206
Inventories	163,879		103,265
Prepaid expenses and other current assets	349,011		249,569

Total current assets	6,735,367		5,536,070
Property and equipment, net	2,290,327		2,030,464
Operating lease right-of-use assets	249,592		229,691
Other assets, net	650,586		622,736
Other intangible assets, net	1,362,078		1,458,631
Goodwill	3,900,499		3,586,745

Total assets	$	15,188,449	$	13,464,337
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	44,570	$	37,495
Current portion of operating lease liabilities	77,648		74,052
Accounts payable and accrued expenses	2,969,093		2,153,129
Contract liabilities	1,100,928		1,141,518

Total current liabilities	4,192,239		3,406,194
Long-term debt, net of current maturities	3,937,348		3,692,432
Operating lease liabilities, net of current portion	188,137		171,512
Deferred income taxes	264,378		227,861
Insurance and other non-current liabilities	610,496		567,519

Total liabilities	9,192,598		8,065,518
Commitments and Contingencies
Equity:
Common stock, $0.00001 par value, 600,000,000 shares authorized, 173,670,350 and 170,638,525 shares issued, and 145,268,038 and 142,930,598 shares outstanding	2		2
Additional paid-in capital	2,944,208		2,718,988
Retained earnings	4,660,570		4,163,212
Accumulated other comprehensive loss	(317,655)		(310,677)
Treasury stock, 28,402,312 and 27,707,927 common shares	(1,299,814)		(1,188,061)
Total stockholders’ equity	5,987,311		5,383,464
Non-controlling interests	8,540		15,355
Total equity	5,995,851		5,398,819
Total liabilities and equity	$	15,188,449	$	13,464,337

The accompanying notes are an integral part of these condensed consolidated financial statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share information)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues	$	5,620,822	$	4,459,757	$	15,098,258	$	12,657,285
Cost of services	4,773,498		3,770,927		12,953,640		10,795,694
Gross profit	847,324		688,830		2,144,618		1,861,591
Equity in earnings of integral unconsolidated affiliates	11,707		10,633		30,697		44,350
Selling, general and administrative expenses	(386,538)		(347,449)		(1,155,261)		(995,581)
Amortization of intangible assets	(71,361)		(67,147)		(213,789)		(290,843)
Asset impairment charges	—		—		—		(2,800)
Change in fair value of contingent consideration liabilities	(803)		1,924		(803)		(4,054)
Operating income	400,329		286,791		805,462		612,663
Interest and other financing expenses	(47,531)		(33,566)		(137,413)		(86,933)
Interest income	1,993		436		4,957		727
Other (expense) income, net	(3,744)		(24,455)		7,541		(68,255)
Income before income taxes	351,047		229,206		680,547		458,202
Provision for income taxes	77,522		72,890		143,468		120,698


Net income	273,525		156,316		537,079		337,504
Less: Net income attributable to non-controlling interests	689		360		3,298		8,887
Net income attributable to common stock	$	272,836	$	155,956	$	533,781	$	328,617

Earnings per share attributable to common stock:
Basic	$	1.88	$	1.09	$	3.68	$	2.29
Diluted	$	1.83	$	1.06	$	3.59	$	2.22

Shares used in computing earnings per share:
Weighted average basic shares outstanding	145,455		143,353		145,118		143,581
Weighted average diluted shares outstanding	148,792		147,678		148,749		148,096

The accompanying notes are an integral part of these condensed consolidated financial statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net income	$	273,525	$	156,316	$	537,079	$	337,504
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment gain (loss)	(31,995)		(79,841)		(7,769)		(97,400)
Other income (loss)	—		(27)		791		(88)
Other comprehensive income (loss), net of taxes	(31,995)		(79,868)		(6,978)		(97,488)
Comprehensive income	241,530		76,448		530,101		240,016
Less: Comprehensive income attributable to non-controlling interests	689		360		3,298		8,887
Comprehensive income attributable to common stock	$	240,841	$	76,088	$	526,803	$	231,129

The accompanying notes are an integral part of these condensed consolidated financial statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30,
		2023		2022
Cash Flows from Operating Activities:
Net income		$	537,079	$	337,504
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation		239,746		218,420
Amortization of intangible assets		213,789		290,843

Equity in earnings of unconsolidated affiliates, net of distributions		24,579		(28,732)
Loss from mark-to-market adjustment on investment		—		76,509
Deferred income tax expense		14,302		39,610
Non-cash stock-based compensation		94,658		77,730
Other non-cash adjustments, net		(10,620)		(343)
Changes in assets and liabilities, net of non-cash transactions:
Accounts and notes receivable		(666,786)		(316,253)
Contract assets		(508,457)		(369,958)
Prepaid expenses and other current assets		(104,956)		(73,899)
Accounts payable and accrued expenses and other non-current liabilities		776,496		287,890
Contract liabilities		(38,764)		27,278
Other assets and liabilities, net		1,348		(19,416)
Net cash provided by operating activities		572,414		547,183
Cash Flows from Investing Activities:
Capital expenditures		(325,397)		(337,469)
Proceeds from sale of and insurance settlements related to property and equipment		47,983		43,603
Cash paid for acquisitions, net of cash, cash equivalents and restricted cash acquired		(472,643)		(177,766)

Investments in unconsolidated affiliates and other		(6,505)		(20,622)
Proceeds from the sale or settlement of certain investments		42,277		16,905
Other, net		(8,039)		(397)
Net cash used in investing activities		(722,324)		(475,746)
Cash Flows from Financing Activities:
Borrowings under credit facility and commercial paper program		14,339,958		5,412,107
Payments under credit facility and commercial paper program		(14,136,313)		(5,239,330)


Payments related to tax withholding for share-based compensation		(113,409)		(78,639)
Payments of dividends		(36,059)		(30,998)
Repurchase of common stock		—		(115,115)
Other, net		(23,126)		(31,747)
Net cash provided by (used in) financing activities		31,051		(83,722)






Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		(4,466)		(1,264)

Net decrease in cash, cash equivalents and restricted cash		(123,325)		(13,549)
Cash, cash equivalents and restricted cash, beginning of period		433,214		231,887
Cash, cash equivalents and restricted cash, end of period		$	309,889	$	218,338

The accompanying notes are an integral part of these condensed consolidated financial statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share data)

(Unaudited)


								Accumulated
				Additional				Other				Total		Non-
	Common Stock			Paid-In		Retained		Comprehensive		Treasury		Stockholders’		Controlling		Total
	Shares	Amount		Capital		Earnings		Income (Loss)		Stock		Equity		Interests		Equity
Balance, December 31, 2022	142,930,598	$	2	$	2,718,988	$	4,163,212	$	(310,677)	$	(1,188,061)	$	5,383,464	$	15,355	$	5,398,819
Other comprehensive income	—	—		—		—		1,100		—		1,100		—		1,100
Acquisitions	1,018,946	—		123,503		—		—		—		123,503		—		123,503
Stock-based compensation activity	1,210,615	—		26,650		—		—		(104,247)		(77,597)		—		(77,597)

Dividends declared ($0.08 per share)	—	—		—		(12,100)		—		—		(12,100)		—		(12,100)
Distributions to non-controlling interests	—	—		—		—		—		—		—		(8,741)		(8,741)

Net income	—	—		—		95,046		—		—		95,046		1,924		96,970
Balance, March 31, 2023	145,160,159	$	2	$	2,869,141	$	4,246,158	$	(309,577)	$	(1,292,308)	$	5,513,416	$	8,538	$	5,521,954
Other comprehensive income	—	—		—		—		23,917		—		23,917		—		23,917
Stock-based compensation activity	36,299	—		34,487		—		—		(4,893)		29,594		—		29,594

Dividends declared ($0.08 per share)	—	—		—		(11,893)		—		—		(11,893)		—		(11,893)
Distributions to non-controlling interests	—	—		—		—		—		—		—		(1,177)		(1,177)

Net income	—	—		—		165,899		—		—		165,899		685		166,584
Balance, June 30, 2023	145,196,458	$	2	$	2,903,628	$	4,400,164	$	(285,660)	$	(1,297,201)	$	5,720,933	$	8,046	$	5,728,979
Other comprehensive loss	—	—		—		—		(31,995)		—		(31,995)		—		(31,995)
Acquisitions	43,462	—		8,018		—		—		—		8,018		—		8,018
Stock-based compensation activity	28,118	—		32,562		—		—		(2,613)		29,949		—		29,949

Dividends declared ($0.08 per share)	—	—		—		(12,430)		—		—		(12,430)		—		(12,430)
Distributions to non-controlling interests	—	—		—		—		—		—		—		(195)		(195)

Net income	—	—		—		272,836		—		—		272,836		689		273,525
Balance, September 30, 2023	145,268,038	$	2	$	2,944,208	$	4,660,570	$	(317,655)	$	(1,299,814)	$	5,987,311	$	8,540	$	5,995,851

The accompanying notes are an integral part of these condensed consolidated financial statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share data)

(Unaudited)


								Accumulated
				Additional				Other				Total		Non-
	Common Stock			Paid-In		Retained		Comprehensive		Treasury		Stockholders’		Controlling		Total
	Shares	Amount		Capital		Earnings		Income (Loss)		Stock		Equity		Interests		Equity
Balance, December 31, 2021	142,633,934	$	2	$	2,615,410	$	3,714,843	$	(237,689)	$	(980,265)	$	5,112,301	$	4,620	$	5,116,921
Other comprehensive income	—	—		—		—		13,275		—		13,275		—		13,275
Stock-based compensation activity	1,216,468	—		21,830		—		—		(73,643)		(51,813)		—		(51,813)
Common stock repurchases	(84,798)	—		—		—		—		(10,426)		(10,426)		—		(10,426)
Dividends declared ($0.07 per share)	—	—		—		(10,459)		—		—		(10,459)		—		(10,459)
Distributions to non-controlling interests	—	—		—		—		—		—		—		(538)		(538)
Net income	—	—		—		84,641		—		—		84,641		387		85,028
Balance, March 31, 2022	143,765,604	$	2	$	2,637,240	$	3,789,025	$	(224,414)	$	(1,064,334)	$	5,137,519	$	4,469	$	5,141,988
Other comprehensive loss	—	—		—		—		(30,895)		—		(30,895)		—		(30,895)
Stock-based compensation activity	46,105	—		28,046		—		—		(504)		27,542		—		27,542
Common stock repurchases	(731,381)	—		—		—		—		(84,884)		(84,884)		—		(84,884)
Dividends declared ($0.07 per share)	—	—		—		(10,283)		—		—		(10,283)		—		(10,283)
Distributions to non-controlling interests	—	—		—		—		—		—		—		(80)		(80)
Other	—	—		—		—		—		—		—		227		227
Net income	—	—		—		88,020		—		—		88,020		8,140		96,160
Balance, June 30, 2022	143,080,328	$	2	$	2,665,286	$	3,866,762	$	(255,309)	$	(1,149,722)	$	5,127,019	$	12,756	$	5,139,775
Other comprehensive loss	—	—		—		—		(79,868)		—		(79,868)		—		(79,868)

Stock-based compensation activity	41,278	—		26,624		—		—		(2,323)		24,301		—		24,301
Common stock repurchases	(158,499)	—		—		—		—		(21,033)		(21,033)		—		(21,033)
Dividends declared ($0.07 per share)	—	—		—		(10,322)		—		—		(10,322)		—		(10,322)
Distributions to non-controlling interests	—	—		—		—		—		—		—		(7,601)		(7,601)

Net income	—	—		—		155,956		—		—		155,956		360		156,316
Balance, September 30, 2022	142,963,107	$	2	$	2,691,910	$	4,012,396	$	(335,177)	$	(1,173,078)	$	5,196,053	$	5,515	$	5,201,568

The accompanying notes are an integral part of these condensed consolidated financial statements.

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS


		Page
1.	Business and Organization, Basis of Presentation and Accounting Policies	12
2.	New Accounting Pronouncements	12
3.	Revenue Recognition and Related Balance Sheet Accounts	12
4.	Segment Information	16
5.	Acquisitions	17
6.	Investments in Affiliates and Other Entities	21
7.	Per Share Information	22
8.	Debt Obligations	22
9.	Leases	24
10.	Income Taxes	25
11.	Equity	26
12.	Stock-Based Compensation	27
13.	Employee Benefit Plans	28
14.	Commitments and Contingencies	28
15.	Detail of Certain Accounts	33
16.	Supplemental Cash Flow Information	34

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

1. BUSINESS AND ORGANIZATION, BASIS OF PRESENTATION AND ACCOUNTING POLICIES:

Quanta Services, Inc. (together with its subsidiaries, Quanta) is a leading provider of comprehensive infrastructure solutions for the electric and gas utility, renewable energy, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets.

These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP), have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Quanta’s Annual Report on Form 10-K for the year ended December 31, 2022. Quanta believes that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations, comprehensive income and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations and comprehensive income for the interim periods are not necessarily indicative of the results for the entire fiscal year. The results of Quanta have historically been subject to significant seasonal fluctuations.

2. NEW ACCOUNTING PRONOUNCEMENTS:

Recently Adopted Guidance

In October 2021, the Financial Accounting Standards Board (FASB) issued an update that requires recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with FASB ASC 606 (Revenue from Contracts with Customers). At the acquisition date, an acquirer should account for the related contract revenue in accordance with FASB ASC 606. This update is effective for interim and annual periods beginning after December 15, 2022, with amendments generally applied prospectively. Quanta adopted this update effective January 1, 2023, and it did not have a material impact on Quanta’s consolidated financial statements.

New Accounting Pronouncement Not Yet Adopted

In June 2022, the FASB issued an update that clarifies the guidance in FASB ASC 820 (Fair Value Measurement) for equity securities subject to contractual sale restrictions. The update prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. This update is effective for interim and annual periods beginning after December 15, 2023. Early adoption is permitted. This guidance will increase the fair market value of the consideration paid in equity securities in a business combination, and therefore it may increase the amount allocated to goodwill. Quanta will adopt this update by January 1, 2024, and it is not expected to have a material impact on Quanta’s consolidated financial statements.

3. REVENUE RECOGNITION AND RELATED BALANCE SHEET ACCOUNTS:

Contracts

Certain of Quanta’s services are generally provided pursuant to master service agreements (MSAs), repair and maintenance contracts and fixed price and non-fixed price construction contracts. These contracts are classified into three categories: unit-price contracts, cost-plus contracts and fixed price contracts.

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following tables present Quanta’s revenue disaggregated by contract type and by geographic location, as determined by the job location (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
By contract type:
Fixed price contracts	$	2,718,921	48.4	%	$	1,875,855	42.1	%	6,950,697		46.0	%	$	5,370,646	42.4	%
Unit-price contracts	1,803,764		32.1		1,597,640		35.8		4,998,787		33.1		$	4,407,147	34.8
Cost-plus contracts	1,098,137		19.5		986,262		22.1		3,148,774		20.9		2,879,492		22.8
Total revenues	$	5,620,822	100.0	%	$	4,459,757	100.0	%	$	15,098,258	100.0	%	$	12,657,285	100.0	%


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
By primary geographic location:
United States	$	4,816,825	85.8	%	$	3,760,019	84.3	%	$	12,766,092	84.6	%	$	10,751,325	84.9	%
Canada	574,536		10.2		512,803		11.5		1,640,154		10.9		1,503,174		11.9
Australia	148,499		2.6		130,851		2.9		459,901		3.0		275,421		2.2
Others	80,962		1.4		56,084		1.3		232,111		1.5		127,365		1.0
Total revenues	$	5,620,822	100.0	%	$	4,459,757	100.0	%	$	15,098,258	100.0	%	$	12,657,285	100.0	%

Under fixed-price contracts, as well as unit-price contracts with more than an insignificant amount of partially completed units, revenue is recognized as performance obligations are satisfied over time, with the percentage completion generally measured as the percentage of costs incurred to total estimated costs for such performance obligation. Approximately 58.3% and 52.4% of Quanta’s revenues recognized during the three months ended September 30, 2023 and 2022 were associated with this revenue recognition method, and 58.3% and 51.5% of Quanta’s revenues recognized during the nine months ended September 30, 2023 and 2022 were associated with this revenue recognition method.

Performance Obligations

As of September 30, 2023 and December 31, 2022, the aggregate transaction price allocated to unsatisfied or partially satisfied performance obligations was approximately $13.56 billion and $8.80 billion, with 70.4% and 72.1% expected to be recognized in the subsequent twelve months. These amounts represent management’s estimates of the consolidated revenues that are expected to be realized from the remaining portion of firm orders under fixed price contracts not yet completed or for which work had not yet begun as of such dates. For purposes of calculating remaining performance obligations, Quanta includes all estimated revenues attributable to consolidated joint ventures and variable interest entities, revenues from funded and unfunded portions of government contracts to the extent they are reasonably expected to be realized, and revenues from change orders and claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. Excluded from remaining performance obligations are potential orders under MSAs and non-fixed price contracts expected to be completed within one year.

Contract Estimates and Changes in Estimates

Actual revenues and project costs can vary, sometimes substantially, from previous estimates due to changes in a variety of factors, including unforeseen or changed circumstances not included in Quanta’s cost estimates or covered by its contracts. Some of the factors that can result in positive changes in estimates on projects include successful execution through project risks, reduction of estimated project costs or increases of estimated revenues. Some of the factors that can result in negative changes in estimates include concealed or unknown site conditions; changes to or disputes with customers regarding the scope of services; changes in estimates related to the length of time to complete a performance obligation; changes or delays with respect to permitting and regulatory requirements and materials; changes in the cost of equipment, commodities, materials or skilled labor; unanticipated costs or claims due to delays or failure to perform by customers or third parties; customer failure to provide required materials or equipment; errors in engineering, specifications or designs; project modifications; adverse weather conditions, natural disasters, and other emergencies; and performance and quality issues causing delay (including payment of liquidated damages) or requiring rework or replacement. Any changes in estimates could result in changes to profitability or losses associated with the related performance obligations.

QUANTA SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Additionally, changes in cost estimates on certain contracts may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims. Quanta recognizes amounts associated with change orders and claims as revenue if it is probable that the contract price will be adjusted and the amount of any such adjustment can be reasonably estimated.

As of September 30, 2023 and December 31, 2022, Quanta had recognized revenues of $799.5 million and $549.3 million related to unapproved change orders and claims included as contract price adjustments primarily in “Contract assets” in the accompanying consolidated balance sheets. These change orders and claims were in the process of being negotiated in the normal course of business and represent management’s estimates of additional contract revenues that have been earned and are probable of collection.

The largest component of the revenues recognized related to unapproved change orders and claims as of September 30, 2023 and of the increase relative to December 31, 2022 is associated with a large renewable transmission project in Canada. During 2021 and 2022, decreased productivity and additional costs arose from delays, administrative requirements and labor issues due to the COVID-19 pandemic, including incremental governmental requirements and worksite restrictions. During the nine months ended September 30, 2023, additional costs arose from residual impacts associated with the aforementioned items, work resequencing and acceleration, access delays, and logistical challenges along with other issues outside of Quanta’s control.

Changes in estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods or the reversal of previously recognized revenue if the currently estimated revenue is less than the previous estimate. The impact of a change in contract estimate is measured as the difference between the revenue or gross profit recognized in the prior period as compared to the revenue or gross profit which would have been recognized had the revised estimate been used as the basis of recognition in the prior period. Changes in estimates can also result in contract losses, which are recognized in full when they are determined to be probable and can be reasonably estimated.

Revenues were positively impacted by 0.7% and 1.7% during the three months ended September 30, 2023 and 2022 as a result of changes in estimates associated with performance obligations on fixed price contracts partially satisfied prior to June 30, 2023 and 2022. Revenues were positively impacted by 0.3% and 0.9% during the nine months ended September 30, 2023 and 2022 as a result of changes in estimates associated with performance obligations on fixed price contracts partially satisfied prior to December 31, 2022 and 2021.

Operating results for the three and nine months ended September 30, 2023 were impacted by less than 5% of gross profit as a result of aggregate changes in contract estimates related to projects that were in progress as of June 30, 2023. There were no material changes in estimates on any individual project.

Operating results for the three months ended September 30, 2022 were favorably impacted by $70.6 million, or 10.2%, of gross profit as a result of aggregate changes in contract estimates related to projects that were in progress as of June 30, 2022. The overall favorable impact resulted from net positive changes in estimates across a large number of projects, primarily as a result of favorable performance and successful mitigation of risks and contingencies as the projects progressed to completion.

Operating results for the nine months ended September 30, 2022 were favorably impacted by $108.1 million, or 5.8% of gross profit as a result of aggregate changes in contract estimates related to projects that were in progress at December 31, 2021. The overall favorable impact resulted from net positive changes in estimates across a large number of projects, primarily as a result of favorable performance and successful mitigation of risks and contingencies as the projects progressed to completion. Partially offsetting the aggregate net favorable impact to gross profit was a negative change in estimate of $21.8 million for the nine months ended September 30, 2022, associated with the large renewable transmission project in Canada discussed above.

Contract Assets and Liabilities

Contract assets and liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Contract assets	$	1,584,623	$	1,080,206
Contract liabilities	$	1,100,928	$	1,141,518

Contract assets and liabilities fluctuate period to period based on various factors, including, among others, changes in the number and size of projects in progress at period end; variability in billing and payment terms, such as up-front or advance billings, interim or milestone billings, or deferred billings; and recognized unapproved change orders and contract claims. The increase in contract assets from December 31, 2022 to September 30, 2023 was primarily due to additional unapproved change

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orders and claims related to the large renewable transmission project in Canada described above, as well as progress on other projects on which the timing of billings lagged behind the completion of work.

During the nine months ended September 30, 2023, Quanta recognized revenue of approximately $991.3 million related to contract liabilities outstanding as of the end of the prior year.

Accounts Receivable, Allowance for Credit Losses and Concentrations of Credit Risk

Quanta determines its allowance for credit losses based on an estimate of expected credit losses for financial instruments, primarily accounts receivable and contract assets. The assessment of the allowance for credit losses involves certain judgments and estimates. Management estimates the allowance balance using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Expected credit losses are estimated by evaluating trends in historical write-off experience and applying historical loss ratios to pools of financial assets with similar risk characteristics.

Quanta’s historical loss ratio and its determination of its risk pools, which are used to calculate expected credit losses, may be adjusted for changes in customer credit concentrations within its portfolio of financial assets, its customers’ ability to pay, and other considerations, such as economic and market changes, changes to regulatory or technological environments affecting customers and the consistency between current and forecasted economic conditions and historical economic conditions used to derive historical loss ratios. At the end of each quarter, management reassesses these and other relevant factors, including the impact of uncertainty and challenges in the overall economy and in Quanta’s industries and markets, which currently include inflationary pressure, supply chain and other logistical challenges and increased interest rates.

Additional allowance for credit losses is established for financial asset balances with specific customers where collectability has been determined to be improbable based on customer specific facts and circumstances. Quanta considers accounts receivable delinquent after 30 days but, absent certain specific considerations, generally does not consider such amounts delinquent in its credit loss analysis unless the accounts receivable are at least 120 days outstanding. In addition, management monitors the credit quality of its receivables by, among other things, obtaining credit ratings for significant customers, assessing economic and market conditions and evaluating material changes to a customer’s business, cash flows and financial condition. Should anticipated recoveries relating to receivables fail to materialize, including anticipated recoveries relating to bankruptcies or other workout situations, Quanta could experience reduced cash flows and losses in excess of current allowances provided.

Accounts receivable are written-off against the allowance for credit losses if they are deemed uncollectible.

Activity in Quanta’s allowance for credit losses consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Balance at beginning of period	$	13,908	$	49,707	$	15,644	$	49,749
Increase in provision for credit losses	181		2,343		5,428		2,048
Write-offs charged against the allowance net of recoveries of amounts previously written off	(146)		(33,030)		(7,129)		(32,777)
Balance at end of period	$	13,943	$	19,020	$	13,943	$	19,020

Provision for credit losses is included in “Selling, general and administrative expenses” in the consolidated statements of operations. During the three months ended September 30, 2022, Quanta determined that $31.7 million of receivables that were fully reserved in previous periods were uncollectible, and as such wrote-off the receivables against their related allowances. The receivables were from Limetree Bay Refining, LLC (Limetree Refining), which filed for bankruptcy in July 2021, and an affiliate, customers within Quanta’s Underground Utility and Infrastructure Solutions segment. Provisions for such receivables were recognized during 2021.

Quanta is subject to concentrations of credit risk related primarily to its receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and contract assets for services Quanta has performed for customers. Quanta grants credit under normal payment terms, generally without collateral. One customer within the Renewable Energy Infrastructure Solutions segment associated with the large renewable transmission project in Canada described above represented 14% and 13% of Quanta’s consolidated receivable position as of September 30, 2023 and December 31, 2022. No customer represented 10% or more of Quanta’s consolidated revenues for the three or nine months ended September 30, 2023 or 2022.

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Certain contracts allow customers to withhold a small percentage of billings pursuant to retainage provisions, and such amounts are generally due upon completion of the contract and acceptance of the project by the customer. Based on Quanta’s experience in recent years, the majority of these retainage balances are expected to be collected within one year. Retainage balances with expected settlement dates within one year of September 30, 2023 and December 31, 2022 were $544.8 million and $397.6 million, which are included in “Accounts receivable.” Retainage balances with expected settlement dates beyond one year were $173.4 million and $136.2 million as of September 30, 2023 and December 31, 2022 and are included in “Other assets, net.”

Quanta recognizes unbilled receivables for non-fixed price contracts within “Accounts receivable” in certain circumstances, such as when revenues have been earned and recorded but the amount cannot be billed under the terms of the contract until a later date or when amounts arise from routine lags in billing. These balances do not include revenues recognized for work performed under fixed-price contracts and unit-price contracts with more than an insignificant amount of partially completed units, as these amounts are recorded as “Contract assets.” As of September 30, 2023 and December 31, 2022, unbilled receivables included in “Accounts receivable” were $957.9 million and $823.9 million. The increase in unbilled receivables was primarily due to significant increases in work and certain delays in billing related to certain large customers. Quanta also recognizes unearned revenues for non-fixed price contracts when cash is received prior to recognizing revenues for the related performance obligation. Unearned revenues, which are included in “Accounts payable and accrued expenses,” were $57.1 million and $59.6 million as of September 30, 2023 and December 31, 2022.

4. SEGMENT INFORMATION:

Quanta reports its results under three reportable segments described below:

Electric Power Infrastructure Solutions (Electric Power). Quanta’s Electric Power segment provides comprehensive services for the electric power and communications markets.

*•*Renewable Energy Infrastructure Solutions (Renewable Energy). Quanta’s Renewable Energy segment provides comprehensive infrastructure solutions to customers that are involved in the renewable energy industry.

*•*Underground Utility and Infrastructure Solutions (Underground and Infrastructure). Quanta’s Underground and Infrastructure segment provides comprehensive infrastructure solutions to customers involved in the transportation, distribution, storage, development and processing of natural gas, oil and other products.

Corporate and Non-allocated Costs include corporate facility costs; non-allocated corporate salaries, benefits and incentive compensation; acquisition and integration costs; non-cash stock-based compensation; amortization related to intangible assets; asset impairment related to goodwill and intangible assets; and change in fair value of contingent consideration liabilities.

The following table sets forth segment revenues and segment operating income (loss) and operating margins for the three and nine months ended September 30, 2023 and 2022. Operating margin is calculated by dividing operating income (loss) by

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revenues. The following table shows dollars in thousands:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
Revenues:
Electric Power	$	2,489,547	44.3	%	$	2,282,332	51.2	%	$	7,240,838	48.0	%	$	6,620,459	52.3	%
Renewable Energy	1,746,636		31.1		978,779		21.9		4,144,304		27.4		2,778,647		22.0
Underground and Infrastructure	1,384,639		24.6		1,198,646		26.9		3,713,116		24.6		3,258,179		25.7
Consolidated revenues	$	5,620,822	100.0	%	$	4,459,757	100.0	%	$	15,098,258	100.0	%	$	12,657,285	100.0	%
Operating income (loss):
Electric Power(1)	$	296,176	11.9	%	$	255,457	11.2	%	$	755,342	10.4	%	$	691,026	10.4	%
Renewable Energy	151,389		8.7	%	88,885		9.1	%	297,532		7.2	%	240,514		8.7	%
Underground and Infrastructure	123,764		8.9	%	101,351		8.5	%	292,544		7.9	%	239,469		7.3	%
Corporate and Non-Allocated Costs (2)	(171,000)		(3.0)	%	(158,902)		(3.6)	%	(539,956)		(3.6)	%	(558,346)		(4.4)	%
Consolidated operating income	$	400,329	7.1	%	$	286,791	6.4	%	$	805,462	5.3	%	$	612,663	4.8	%

(1) Includes equity in earnings of integral unconsolidated affiliates of $11.7 million and $10.6 million for the three months ended September 30, 2023 and 2022 and $30.7 million and $44.4 million for the nine months ended September 30, 2023 and 2022, primarily related to Quanta’s equity interest in LUMA Energy, LLC (LUMA).

(2) Includes amortization expense of $71.4 million and $67.1 million and non-cash stock-based compensation of $32.5 million and $26.6 million for the three months ended September 30, 2023 and 2022. Includes amortization expense of $213.8 million and $290.8 million and non-cash stock-based compensation of $94.6 million and $77.7 million for the nine months ended September 30, 2023 and 2022.

Depreciation Expense

Separate measures of Quanta’s assets and cash flows by reportable segment, including capital expenditures, are not produced or utilized by management to evaluate segment performance. Certain of Quanta’s fixed assets are used on an interchangeable basis across its reportable segments. The following table sets forth depreciation expense by segment for the three and nine months ended September 30, 2023 and 2022. The table shows dollars in thousands:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Depreciation:
Electric Power	$	38,228	$	35,896	$	121,670	$	109,456
Renewable Energy	15,812		11,214		37,351		29,625
Underground and Infrastructure	23,940		20,311		63,575		61,916
Corporate and Non-Allocated Costs	3,508		6,086		17,150		17,423
Consolidated depreciation	$	81,488	$	73,507	$	239,746	$	218,420

5. ACQUISITIONS:

The results of operations of acquired businesses have been included in Quanta’s consolidated financial statements since their respective acquisition dates.

During the nine months ended September 30, 2023, Quanta acquired four businesses located in the United States including: a business that provides services related to high-voltage transmission lines, overhead and underground distribution, emergency restoration and industrial and commercial wiring and lighting (primarily included in the Electric Power segment); a business that procures parts, assembles kits for sale, manages logistics and installs solar tracking equipment for utility and development customers (primarily included in the Renewable Energy segment); a business that provides concrete construction

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services (primarily included in the Electric Power and Renewable Energy segments); and a business specializing in power studies, maintenance testing and commissioning primarily for utility and commercial customers (included in the Electric Power segment). The consideration for these transactions consisted of approximately $484.1 million paid or payable in cash (subject to certain adjustments) and 1,062,408 shares of Quanta common stock, which had a fair value of $131.5 million as of the dates of the acquisitions.

In July 2022, Quanta acquired a business located in the United States that provides construction contracting services to utilities, specializing in trenching and underground pipeline and electrical conduit installation, primarily included in the Electric Power segment.

Additionally, the former owners of certain acquired businesses are eligible to receive potential payments of contingent consideration to the extent the acquired businesses achieve certain financial performance targets over specified post-acquisition periods.

Purchase Price Allocation

Quanta is finalizing its purchase price allocations related to businesses acquired in 2023, and further adjustments to the purchase price allocations may occur, with possible updates primarily related to tax estimates and the finalization of closing working capital adjustments. The aggregate consideration paid or payable for businesses acquired between September 30, 2022 and September 30, 2023 was allocated to acquired assets and assumed liabilities, which resulted in an allocation of $189.8 million to net tangible assets, $115.5 million to identifiable intangible assets and $317.2 million to goodwill.

The following table summarizes the estimated fair value of total consideration transferred or estimated to be transferred and the fair value of assets acquired and liabilities assumed as of their respective acquisition dates as of September 30, 2023 for acquisitions completed in the nine months ended September 30, 2023 (in thousands):


	Nine Months Ended
	September 30, 2023
Consideration:
Cash paid or payable	$	484,103
Value of Quanta common stock issued	131,521
Contingent consideration	6,850
Fair value of total consideration transferred or estimated to be transferred	$	622,474

Cash and cash equivalents	$	14,924
Accounts receivable	51,289
Contract assets	195
Inventories	56,960
Prepaid expenses and other current assets	4,417
Property and equipment	147,012
Operating lease assets	16,264
Other assets	4,553
Identifiable intangible assets	115,515

Accounts payable and accrued liabilities	(64,923)
Contract liabilities	(3,071)
Operating lease liabilities, current	(3,080)
Deferred tax liabilities, net	(20,556)
Operating lease liabilities, non-current	(13,790)
Other long-term liabilities	(398)

Total identifiable net assets	305,311
Goodwill	317,163
Fair value of net assets acquired	$	622,474

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As of September 30, 2023, approximately $261.3 million of goodwill is expected to be deductible for income tax purposes related to acquisitions completed in the nine months ended September 30, 2023.

The following table summarizes the estimated fair values of identifiable intangible assets for the acquisitions completed in the nine months ended September 30, 2023 as of the acquisition dates and the related weighted average amortization periods by type (in thousands, except for weighted average amortization periods, which are in years).


	Nine Months Ended
	September 30, 2023
	Estimated Fair Value		Weighted Average Amortization Period in Years
Customer relationships	$	83,180	4.6
Backlog	11,564		0.8
Trade names	13,797		15.0
Non-compete agreements	6,974		5.0

Total intangible assets subject to amortization	$	115,515	5.5

The significant estimates used by management in determining the fair values of customer relationship intangible assets include future revenues, discount rates and customer attrition rates. The following table includes the discount rates and customer attrition rates used to determine the fair value of customer relationship intangible assets for businesses acquired during the nine months ended September 30, 2023 as of the respective acquisition dates:


	Nine Months Ended
	September 30, 2023
	Range	Weighted Average
Discount rates	15% to 19%	17%
Customer attrition rates	10% to 30%	18%

Contingent Consideration

As described above, certain business acquisitions have contingent consideration liabilities associated with the transactions. The aggregate fair value of these outstanding contingent consideration liabilities and their classification in the accompanying consolidated balance sheets is as follows (in thousands):


	September 30, 2023		December 31, 2022
Accounts payable and accrued expenses	$	—	$	5,000
Insurance and other non-current liabilities	151,156		143,517
Total contingent consideration liabilities	$	151,156	$	148,517

The fair value determinations of contingent consideration liabilities incorporate significant inputs not observable in the market, including revenue forecasts, operating margins, discount rates and the probability of achieving certain performance targets during designated post-acquisition periods. The final amount of certain contingent consideration payments could also be subject to Quanta management discretion. Accordingly, the level of inputs used for these fair value measurements is Level 3.

Quanta’s outstanding contingent consideration liabilities are subject to a maximum payment amount, and the aggregate maximum payment amount of these liabilities totaled $336.6 million as of September 30, 2023. During the nine months ended September 30, 2023 and 2022, Quanta settled certain contingent consideration liabilities with cash payments of $5.0 million and $1.6 million.

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(Unaudited)

Pro Forma Results of Operations

The following unaudited supplemental pro forma results of operations for Quanta, which incorporate the acquisitions completed in the nine months ended September 30, 2023 and the year ended December 31, 2022, have been provided for illustrative purposes only and may not be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future (in thousands).


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues	$	5,624,274	$	4,585,187	$	15,112,066	$	13,045,546




Net income attributable to common stock	$	272,772	$	155,177	$	533,540	$	328,147

The pro forma combined results of operations for the three and nine months ended September 30, 2023 and 2022 were prepared by adjusting the historical results of Quanta to include the historical results of the businesses acquired in 2023 as if such acquisitions had occurred January 1, 2022. The pro forma combined results of operations for the three and nine months ended September 30, 2022 were prepared by further adjusting the historical results of Quanta to include the historical results of the business acquired in 2022 as if such acquisition had occurred January 1, 2021. These pro forma combined historical results were adjusted for the following: a reduction of interest and other financing expenses as a result of the repayment of outstanding indebtedness of the acquired businesses; an increase in interest and other financing expenses as a result of the cash consideration paid; an increase in amortization expense due to the intangible assets recorded; elimination of inter-company sales; and changes in depreciation expense to adjust acquired property and equipment to the acquisition date fair value and to conform with Quanta’s accounting policies. The pro forma combined results of operations do not include any adjustments to eliminate the impact of acquisition-related costs incurred by Quanta or any cost savings or other synergies that resulted or may result from the acquisitions.

Results of Operations

Revenues of $117.4 million and income before income taxes of $3.5 million, which includes $7.3 million of amortization expense and $1.8 million of acquisition-related costs, related to the acquisitions completed in 2023 are included in Quanta’s condensed consolidated results of operations for the three months ended September 30, 2023. Revenues of $354.0 million and income before income taxes of $0.3 million, which includes $22.3 million of amortization expense and $19.6 million of acquisition-related costs, related to the acquisitions completed in 2023 are included in Quanta’s condensed consolidated results of operations for the nine months ended September 30, 2023. Revenues of $5.1 million and income before income taxes of $0.2 million, which includes $0.7 million of amortization expense and $0.6 million of acquisition-related costs, related to the acquisition completed in 2022 are included in Quanta’s condensed consolidated results of operations for the three and nine months ended September 30, 2022.

Acquisition Subsequent to Quarter-End

In October 2023, Quanta acquired a business located in the United States. The business is a manufacturer of power transformers for the investor-owned electric utility, renewable energy, municipal power and industrial markets. The aggregate consideration paid or payable for this transaction was approximately $300 million, consisting of a combination of cash and shares of Quanta common stock. The final amount of consideration also remains subject to certain post-closing adjustments, including with respect to net working capital.

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6. INVESTMENTS IN AFFILIATES AND OTHER ENTITIES:

Equity Investments

The following table presents Quanta’s equity investments by type (in thousands):


	September 30, 2023		December 31, 2022
Equity method investments - integral unconsolidated affiliates	$	94,927	$	101,251
Equity method investments - non-integral unconsolidated affiliates	28,482		55,833
Marketable equity securities (1)	—		—
Non-marketable equity securities	53,246		54,134
Total equity investments	$	176,655	$	211,218

(1) As of December 31, 2022, the fair value of Quanta’s investment in equity securities of Starry Group Holdings, Inc. (Starry) was zero, which was accounted for as an investment in marketable securities and included a loss of $91.5 million. During the three months ended September 30, 2023, a plan of reorganization in Starry’s bankruptcy proceeding pursuant to Chapter 11 of the U.S. Bankruptcy Code, as amended, went into effect and, as a result, the equity securities of Starry held by Quanta were cancelled.

Equity Method Investments

During the three months ended December 31, 2022, Quanta entered into an agreement to sell one of its non-integral equity method investments. The transaction was subject to certain customary closing conditions that were satisfied in early 2023. As a result, a $25.9 million gain was recognized in the fourth quarter of 2022, $10.4 million of which was attributable to non-controlling interests. During the nine months ended September 30, 2023, Quanta received cash of $58.5 million related to the sale of this investment, $9.8 million of which was distributed to non-controlling interests.

As of September 30, 2023 and December 31, 2022, Quanta had receivables of $79.6 million and $96.9 million from its integral affiliates and payables of $31.0 million and $9.3 million to its integral affiliates. Quanta recognizes revenues from services provided to its integral affiliates, primarily for services provided to LUMA at cost. Quanta recognized revenues from such services to its integral affiliates of $54.4 million and $38.2 million during the three months ended September 30, 2023 and 2022 and $152.9 million and $89.7 million during the nine months ended September 30, 2023 and 2022. In addition, during the three months ended September 30, 2023 and 2022, Quanta recognized costs of sales of $72.4 million and $38.8 million for services provided by other integral affiliates. During the nine months ended September 30, 2023 and 2022, Quanta recognized costs of sales of $107.3 million and $111.1 million for services provided by other integral affiliates.

Total equity in earnings from integral unconsolidated affiliates was $11.7 million and $10.6 million for the three months ended September 30, 2023 and 2022, and $30.7 million and $44.4 million for the nine months ended September 30, 2023 and 2022. Total equity in earnings from non-integral unconsolidated affiliates was a loss of $1.0 million and earnings of $2.9 million for the three months ended September 30, 2023 and 2022 and earnings of $1.1 million and $17.9 million for the nine months ended September 30, 2023 and 2022 and was included in “Other income (expense), net” in the accompanying condensed consolidated statements of income. As of September 30, 2023, Quanta had $16.8 million of undistributed earnings related to unconsolidated affiliates.

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(Unaudited)

7. PER SHARE INFORMATION:

The amounts used to compute basic and diluted earnings per share attributable to common stock consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Amounts attributable to common stock:
Net income attributable to common stock	$	272,836	$	155,956	$	533,781	$	328,617

Weighted average shares:
Weighted average shares outstanding for basic earnings per share attributable to common stock	145,455		143,353		145,118		143,581
Effect of dilutive unvested non-participating stock-based awards	3,337		4,325		3,631		4,515
Weighted average shares outstanding for diluted earnings per share attributable to common stock	148,792		147,678		148,749		148,096

8. DEBT OBLIGATIONS:

Quanta’s long-term debt obligations consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
0.950% Senior Notes due October 2024	$	500,000	$	500,000
2.900% Senior Notes due October 2030	1,000,000		1,000,000
2.350% Senior Notes due January 2032	500,000		500,000
3.050% Senior Notes due October 2041	500,000		500,000
Borrowings under senior credit facility (including Term Loan)	965,764		786,910
Borrowings under commercial paper program	396,800		373,000
Other long-term debt	112,745		92,907
Finance leases	30,089		3,542
Unamortized discount and financing costs	(23,480)		(26,432)
Total long-term debt obligations	3,981,918		3,729,927
Less — Current maturities of long-term debt	44,570		37,495
Total long-term debt obligations, net of current maturities	$	3,937,348	$	3,692,432

Senior Notes

The interest amounts due on Quanta’s senior notes on each payment date are set forth below (dollars in thousands):


Title of the Notes	Interest Amount		Payment Dates	Commencement Date
0.950% Senior Notes due October 2024	$	2,375	April 1 and October 1	April 1, 2022
2.900% Senior Notes due October 2030	$	14,500	April 1 and October 1	April 1, 2021
2.350% Senior Notes due January 2032	$	5,875	January 15 and July 15	July 15, 2022
3.050% Senior Notes due October 2041	$	7,625	April 1 and October 1	April 1, 2022

The fair value of Quanta’s senior notes was $1.98 billion as of September 30, 2023, compared to a carrying value of $2.48 billion net of unamortized bond discount, underwriting discounts and deferred financing costs of $21.3 million. The fair value of the senior notes is based on the quoted market prices for the same issue, and the senior notes are categorized as Level 1 liabilities.

QUANTA SERVICES, INC. AND SUBSIDIARIES

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(Unaudited)

Senior Credit Facility

The credit agreement for Quanta’s senior credit facility (as amended, the credit agreement) provides for a $750.0 million term loan facility and aggregate revolving commitments of $2.64 billion, with a maturity date of October 8, 2026. Borrowings under the senior credit facility and the applicable interest rates were as follows (dollars in thousands):


	Nine Months Ended
	September 30,
		2023			2022
Maximum amount outstanding		$	1,004,677		$	1,684,783
Average daily amount outstanding		$	928,318		$	1,391,130
Weighted-average interest rate		6.39		%	2.60		%

As of September 30, 2023, Quanta was in compliance with all of the financial covenants under the credit agreement.

Term Loan. As of September 30, 2023, Quanta had $735.9 million outstanding under its term loan facility. The carrying amount of the term loan under Quanta’s senior credit facility approximates fair value due to its variable interest rate.

Revolving Loans. As of September 30, 2023, Quanta had $229.8 million of outstanding revolving loans under the senior credit facility, all of which were denominated in Canadian dollars. The carrying amounts of the revolving borrowings under Quanta’s senior credit facility approximate fair value, as all revolving borrowings have a variable interest rate.

As of September 30, 2023, Quanta also had $311.1 million of letters of credit issued under the senior credit facility, of which $223.8 million were denominated in U.S. dollars and $87.3 million were denominated in currencies other than the U.S. dollar, primarily Australian and Canadian dollars. Additionally, available commitments for revolving loans under the senior credit facility must be maintained in order to provide credit support for notes issued under Quanta’s commercial paper program, and therefore such notes effectively reduce the available borrowing capacity under the senior credit facility.

As of September 30, 2023, $1.70 billion remained available under the senior credit facility for new revolving loans, letters of credit and support of the commercial paper program.

Deferred Financing Costs. As of September 30, 2023 and December 31, 2022, capitalized deferred financing costs, net of accumulated amortization, related to Quanta’s revolving loans under its senior credit facility and commercial paper program were $6.7 million and $8.3 million and are included in “Other assets, net” in the accompanying condensed consolidated balance sheets. Amortization of discount and deferred financing costs for all debt instruments is included in interest and other financing expenses and was $1.5 million and $2.0 million for the three months ended September 30, 2023 and 2022, and $4.4 million and $4.9 million for the nine months ended September 30, 2023 and 2022.

Commercial Paper Program

Quanta had $396.8 million of outstanding notes under its unsecured commercial paper program as of September 30, 2023, with a weighted average interest rate of 5.87% and a weighted average maturity of 24 days as of such date. The carrying amounts of the notes issued under Quanta’s commercial paper program approximate fair value.

Borrowings under the commercial paper program and the applicable interest rates were as follows (dollars in thousands):


	Nine Months Ended
	September 30,
		2023			2022 (1)
Maximum amount outstanding		$	841,400		$	426,250
Average daily amount outstanding (1)		$	624,476		$	211,438
Weighted-average interest rate		5.79		%	3.46		%

(1) The amounts in this column represent activity from August 23, 2022, the date Quanta’s commercial paper program commenced, through September 30, 2022.

Effective October 6, 2023, Quanta increased the maximum aggregate amount of its existing unsecured commercial paper program to $1.50 billion of notes outstanding at any time. Prior to the increase, the maximum aggregate amount of the program was $1.00 billion.

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Additional Letters of Credit

As of September 30, 2023 Quanta had $226.2 million of surety-backed letters of credit issued outside of its senior credit facility, which were denominated in U.S. dollars.

9. LEASES:

Quanta primarily leases land, buildings, vehicles, construction equipment and office equipment. The components of lease costs in the accompanying condensed consolidated statements of operations are as follows (in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
Lease cost	Classification	2023		2022		2023		2022
Finance lease cost:
Amortization of lease assets	Depreciation (1)	$	1,168	$	301	$	3,181	$	1,177
Interest on lease liabilities	Interest and other financing expenses	674		27		1,181		82
Operating lease cost	Cost of services and Selling, general and administrative expenses	23,379		21,957		69,742		71,082
Short-term and variable lease cost (2)	Cost of services and Selling, general and administrative expenses	302,134		250,460		790,080		693,847
Total lease cost		$	327,355	$	272,745	$	864,184	$	766,188

(1) Depreciation is included within “Cost of services” and “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations.

(2) Short-term lease cost includes both leases and rentals with initial terms of one year or less. Variable lease cost is insignificant.

Related party lease expense was $4.5 million and $4.6 million for the three months ended September 30, 2023 and 2022 and $12.3 million and $12.0 million for the nine months ended September 30, 2023 and 2022.

Future minimum lease payments for operating leases, finance leases and lease financing transactions were as follows (in thousands):


	As of September 30, 2023
	Operating Leases		Finance Leases		Lease Financing Transactions		Total
Remainder of 2023	$	23,541	$	770	$	4,940	$	29,251
2024	82,431		6,902		18,710		108,043
2025	65,559		6,542		16,986		89,087
2026	48,661		6,298		17,530		72,489
2027	32,482		5,768		14,679		52,929
Thereafter	38,454		5,414		32,492		76,360
Total future minimum payments related to operating leases, finance leases and lease financing transactions	291,128		31,694		105,337		428,159
Less imputed interest	(25,343)		(1,605)		—		(26,948)
Total	$	265,785	$	30,089	$	105,337	$	401,211

Future minimum lease payments for short-term leases were $20.3 million as of September 30, 2023.

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The weighted average remaining lease terms and discount rates were as follows:


	As of September 30, 2023
Weighted average remaining lease term (in years):
Operating leases	4.34
Finance leases	5.70
Weighted average discount rate:
Operating leases	4.1	%
Finance leases	5.2	%

Quanta has also guaranteed the residual value under certain of its equipment operating leases and real estate finance leases, agreeing to pay any difference between the residual value and the fair market value of the underlying asset at the date of lease termination. Historically, the fair value of the assets at the time of lease termination generally has approximated or exceeded the residual value guarantees, and therefore such guarantees are not expected to result in significant payments.

10. INCOME TAXES:

Quanta’s effective tax rates for the three months ended September 30, 2023 and 2022 were 22.1% and 31.8%. Quanta’s effective tax rates for the nine months ended September 30, 2023 and 2022 were 21.1% and 26.3%. The tax rates for the nine months ended September 30, 2023 and 2022 were favorably impacted by the recognition of $34.0 million and $22.7 million of benefits that resulted from equity incentive awards vesting at a higher fair market value than their grant date fair value. The effective tax rates for the three and nine months ended September 30, 2022 were unfavorably impacted by the valuation allowance on the losses on Starry, while the tax rates for the three and nine months ended September 30, 2023 include a benefit associated with the losses on Starry, as described further below. Additionally, the tax rates for the three and nine months ended September 30, 2023 reflect higher non-deductible per diem expenses related to the expiration, as of December 31, 2022, of a temporary provision that allowed the full deduction of certain meal and entertainment costs.

Quanta regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain, including in connection with changes in tax laws. The estimation of required valuation allowances includes estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Quanta considers projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from these estimates, Quanta may not realize deferred tax assets to the extent estimated. During the three and nine months ended September 30, 2022, Quanta recognized $26.5 million and $76.5 million of unrealized losses on its investment in Starry and recorded a valuation allowance against such unrealized losses. During the three months ended March 31, 2023, Starry filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code, as amended. On August 31, 2023, the equity securities held by Quanta were cancelled pursuant to an approved plan of reorganization in such bankruptcy proceeding. As a result, Quanta’s cumulative $91.5 million loss on its investment in Starry was realized during the three months ended September 30, 2023. This realized loss can be utilized to offset gains from tax years 2020 through 2023, and can be carried forward to offset future capital gains realized in tax years 2024 through 2028. Quanta has identified sufficient sources of capital loss carry backs and forecasted capital gain income in these periods such that the full $22.7 million valuation allowance on the Starry capital loss was released during the three months ended September 30, 2023.

As of September 30, 2023, the total amount of unrecognized tax benefits relating to uncertain tax positions was $49.3 million, a net increase of $7.7 million from December 31, 2022, which primarily resulted from a $7.7 million increase related to positions expected to be taken in 2023. Quanta’s consolidated federal income tax returns for tax years 2017 through 2022 remain open to examination by the IRS, as the applicable statute of limitations periods have not yet expired. Additionally, various state and foreign tax returns filed by Quanta and certain subsidiaries for multiple periods remain under examination by various U.S. state and foreign tax authorities. Quanta does not consider any state in which it does business to be a major tax jurisdiction. Quanta believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $11.9 million as a result of settlement of these examinations or as a result of the expiration of certain statute of limitations periods.

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(Unaudited)

11. EQUITY:

Stock Repurchases

On May 23, 2023, Quanta’s Board of Directors approved a new stock repurchase program that authorizes Quanta to purchase, from time to time through June 30, 2026, up to $500 million of its outstanding common stock. The new stock repurchase program became effective on July 1, 2023, upon expiration of Quanta’s previous stock repurchase program.

Quanta repurchased the following shares of common stock in the open market under its stock repurchase program (in thousands):


Quarter ended:	Shares	Amount
September 30, 2023	—	$	—
June 30, 2023	—	$	—
March 31, 2023	—	—
December 31, 2022	87	$	11,403
September 30, 2022	158	$	21,033
June 30, 2022	731	$	84,884
March 31, 2022	85	$	10,426

Quanta’s policy is to record a stock repurchase as of the trade date of the transaction; however, the payment of cash related to the repurchase is made on the settlement date of the transaction. During the three and nine months ended September 30, 2023, Quanta did not make any cash payments related to stock repurchases. During the three and nine months ended September 30, 2022, cash payments related to stock repurchases were $20.8 million and $115.1 million. Repurchases may be implemented through open market repurchases or privately negotiated transactions, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements, including restrictions under Quanta’s senior credit facility, and other factors. Quanta is not obligated to acquire any specific amount of common stock, and the repurchase program may be modified or terminated by Quanta’s Board of Directors at any time at its sole discretion and without notice.

Dividends

Quanta declared and paid the following cash dividends and cash dividend equivalents during 2022 and the first nine months of 2023 (in thousands, except per share amounts):


Declaration	Record	Payment	Dividend		Dividends
Date	Date	Date	Per Share		Declared



August 30, 2023	October 2, 2023	October 13, 2023	$	0.08	$	12,430
May 23, 2023	July 3, 2023	July 14, 2023	$	0.08	$	11,893
March 29, 2023	April 10, 2023	April 18, 2023	$	0.08	$	12,100
December 13, 2022	January 3, 2023	January 13, 2023	$	0.08	$	11,756
August 31, 2022	October 3, 2022	October 14, 2022	$	0.07	$	10,322
May 27, 2022	July 1, 2022	July 15, 2022	$	0.07	$	10,283
March 30, 2022	April 11, 2022	April 18, 2022	$	0.07	$	10,459

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12. STOCK-BASED COMPENSATION:

Restricted Stock Units (RSUs) to be Settled in Common Stock

A summary of the activity for RSUs to be settled in common stock for the nine months ended September 30, 2023 and 2022 is as follows (RSUs in thousands):


	2023		2022
	RSUs	Weighted Average Grant Date Fair Value (Per Unit)	RSUs	Weighted Average Grant Date Fair Value (Per Unit)
Unvested at January 1	3,263	$78.74	3,880	$61.64
Granted	667	$161.42	817	$111.20
Vested	(1,199)	$66.14	(1,257)	$48.48
Forfeited	(119)	$114.47	(116)	$78.72
Unvested at September 30	2,612	$104.39	3,324	$78.39

The approximate fair value of RSUs that vested during the nine months ended September 30, 2023 and 2022 was $194.6 million and $143.7 million.

During the nine months ended September 30, 2023 and 2022, Quanta recognized $70.5 million and $62.1 million of non-cash stock compensation expense related to RSUs to be settled in common stock. As of September 30, 2023, there was $167.2 million of total unrecognized compensation expense related to unvested RSUs to be settled in common stock granted to both employees and non-employees. This cost is expected to be recognized over a weighted average period of 3.31 years.

Performance Stock Units (PSUs) to be Settled in Common Stock

A summary of the activity for PSUs to be settled in common stock for the nine months ended September 30, 2023 and 2022 is as follows (PSUs in thousands):


	2023		2022
	PSUs	Weighted Average Grant Date Fair Value (Per Unit)	PSUs	Weighted Average Grant Date Fair Value (Per Unit)
Unvested at January 1	733	$65.39	931	$47.27
Granted	177	$174.50	153	$119.74
Vested	(413)	$35.12	(334)	$40.15
Forfeited	(6)	$101.66	(17)	$58.79
Unvested at September 30	491	$129.70	733	$65.39

The Monte Carlo simulation valuation methodology applied the following key inputs:


	2023		2022
Valuation date price based on March 9, 2023 and March 2, 2022 closing stock prices of Quanta common stock	$160.55		$110.24
Historical volatility	35	%	39	%
Risk-free interest rate	4.62	%	1.64	%
Term in years	2.81		2.83

During the nine months ended September 30, 2023 and 2022, Quanta recognized $24.2 million and $15.6 million of non-cash stock compensation expense related to PSUs to be settled in common stock. As of September 30, 2023, there was an estimated $36.4 million of total unrecognized compensation expense related to unearned and unvested PSUs. This amount is based on forecasted attainment of performance metrics and estimated forfeitures of unearned and unvested PSUs. The compensation expense related to outstanding PSUs can vary from period to period based on changes in forecasted achievement of established performance goals and the total number of shares of common stock that Quanta anticipates will be issued upon vesting of such PSUs. This cost is expected to be recognized over a weighted average period of 1.82 years.

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(Unaudited)

During each of the nine months ended September 30, 2023 and 2022, 0.7 million shares of common stock were issued in connection with PSUs. The approximate fair values of PSUs earned during the nine months ended September 30, 2023 and 2022 were $115.5 million and $72.4 million.

RSUs to be Settled in Cash

During the nine months ended September 30, 2023 and 2022, compensation expense related to RSUs to be settled in cash was $11.9 million and $11.6 million. RSUs that are anticipated to be settled in cash are not included in the calculation of weighted average shares outstanding for earnings per share, and the estimated earned value of such RSUs is calculated at the end of each reporting period based on the market value of Quanta’s common stock and is classified as a liability. Quanta paid $18.0 million and $14.5 million to settle liabilities related to cash-settled RSUs in the nine months ended September 30, 2023 and 2022. Accrued liabilities for the estimated earned value of outstanding RSUs to be settled in cash were $4.7 million and $11.0 million as of September 30, 2023 and December 31, 2022.

13. EMPLOYEE BENEFIT PLANS:

Deferred Compensation Plans

Quanta maintains non-qualified deferred compensation plans under which eligible directors and key employees may defer their receipt of certain cash compensation and/or the settlement of certain stock-based awards. As of September 30, 2023 and December 31, 2022, the liability related to deferred cash compensation under these plans, including amounts contributed by Quanta, was $80.1 million and $67.4 million, the majority of which was included in “Insurance and other non-current liabilities” in the accompanying condensed consolidated balance sheets. Additionally, as of September 30, 2023 and December 31, 2022, the settlement and issuance of 206,736 and 252,026 shares of common stock underlying certain stock-based awards had been deferred under these plans, and such issuances are scheduled to occur in future periods.

To provide for future obligations related to deferred cash compensation under these plans, Quanta has invested in corporate-owned life insurance (COLI) policies covering certain participants in the deferred compensation plans, the underlying investments of which are intended to be aligned with the investment alternatives elected by plan participants. The COLI assets are recorded at their cash surrender value, which is considered their fair market value, and as of September 30, 2023 and December 31, 2022, the fair market values were $74.6 million and $64.0 million and were included in “Other assets, net” in the accompanying condensed consolidated balance sheets. The level of inputs for these fair value measurements is Level 2.

Changes in the fair market value of Quanta’s COLI assets and deferred compensation liabilities largely offset and are recorded in the accompanying statements of operations as follows (in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
Classification	Change in fair market value of	2023		2022		2023		2022
(Loss) gain included in Selling, general and administrative expenses	Deferred compensation liabilities	$	2,262	$	3,069	$	(5,646)	$	17,106
Other income (expense), net	COLI assets	$	(3,106)	$	(3,402)	$	3,774	$	(17,706)

14. COMMITMENTS AND CONTINGENCIES:

Legal Proceedings

Quanta is from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, property damage, breach of contract, negligence or gross negligence, environmental liabilities, wage and hour and other employment-related damages, punitive damages, consequential damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, Quanta records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, Quanta discloses matters for which management believes a material loss is at least reasonably possible.

The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. In all instances, management has assessed the matter based

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on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success and taking into account, among other things, negotiations with claimants, discovery, settlements and payments, judicial rulings, arbitration and mediation decisions, advice of internal and external legal counsel, and other information and events pertaining to a particular matter. Costs incurred for litigation are expensed as incurred. Except as otherwise stated below, none of these proceedings are expected to have a material adverse effect on Quanta’s consolidated financial position, results of operations or cash flows. However, management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Peru Project Dispute

In 2015, Redes Andinas de Comunicaciones S.R.L. (Redes), a majority-owned subsidiary of Quanta, entered into two separate contracts with an agency of the Peruvian Ministry of Transportation and Communications (MTC), currently Programa Nacional de Telecomunicaciones (PRONATEL), as successor to Fondo de Inversion en Telecomunicaciones (FITEL), pursuant to which Redes would design, construct and operate certain telecommunication networks in rural regions of Peru. The aggregate consideration provided for in the contracts was approximately $248 million, consisting of approximately $151 million to be paid during the construction period and approximately $97 million to be paid during a 10-year post-construction operation and maintenance period. At the beginning of the project, FITEL made advance payments totaling approximately $87 million to Redes, which were secured by two on-demand advance payment bonds posted by Redes to guarantee proper use of the payments in the execution of the project. Redes also provided two on-demand performance bonds in the aggregate amount of $25 million to secure performance of its obligations under the contracts.

During the construction phase, the project experienced numerous challenges and delays, primarily related to issues which Quanta believes were outside of the control of and not attributable to Redes, including, among others, weather-related issues, local opposition to the project, permitting delays, the inability to acquire clear title to certain required parcels of land and other delays which Quanta believes were attributable to FITEL/PRONATEL. In response to various of these challenges and delays, Redes requested and received multiple extensions to certain contractual deadlines and relief from related liquidated damages. However, in April 2019, PRONATEL provided notice to Redes claiming that Redes was in default under the contracts due to the delays and that PRONATEL would terminate the contracts if the alleged defaults were not cured. Redes responded by claiming that it was not in default, as the delays were due to events not attributable to Redes, and therefore PRONATEL was not entitled to terminate the contracts. PRONATEL subsequently terminated the contracts for alleged cause prior to completion of Redes’ scope of work, exercised the on-demand performance bonds and advance payment bonds against Redes, and indicated its intention to claim damages, including liquidated damages under the contracts. As of the date of the contract terminations, Redes had incurred costs of approximately $157 million related to the design and construction of the project and had received approximately $100 million of payments (inclusive of the approximately $87 million advance payments).

In May 2019, Redes filed for arbitration before the Court of International Arbitration of the International Chamber of Commerce (ICC) against PRONATEL and the MTC. In the arbitration, Redes claimed that PRONATEL: breached and wrongfully terminated the contracts; wrongfully executed the advance payment bonds and the performance bonds; and was not entitled to the alleged amount of liquidated damages, and sought compensation for various damages arising from PRONATEL’s actions in the initially claimed amount of approximately $190 million. In August 2022, Redes received the decision of the arbitration tribunal, which unanimously found in favor of Redes in connection with its claims and ordered, among other things, (i) repayment of the amounts collected by PRONATEL under the advance payment bonds and the performance bonds; (ii) payment of amounts owed for work completed by Redes under the contracts; (iii) payment of lost income in connection with Redes’ future operation and maintenance of the networks; and (iv) payment of other related costs and damages to Redes as a result of the breach and improper termination of the contracts (including costs related to the execution of the bonds, costs related to the transfer of the networks and legal and expert fees). Accordingly, the arbitration tribunal awarded Redes approximately $177 million. In addition, per the terms of the arbitration decision, interest will accrue on the amount owed up to the date of payment.

The decision of the arbitration tribunal is final, with limited grounds on which PRONATEL and the MTC may seek to annul the decision in Peruvian courts. In December 2022, Redes filed an enforcement proceeding with respect to each project contract to secure recovery of the arbitration award, and PRONATEL and the MTC filed an annulment proceeding with respect to each project contract. The enforcement and annulment proceedings are pending within different commercial courts in Lima, Peru. In April 2023 and August 2023, Redes received favorable rulings in each of the annulment proceedings rejecting the grounds for annulment; however, PRONATEL and the MTC are pursuing, and are expected to continue to pursue, certain remaining legal challenges to such rulings. Final decisions with respect to the enforcement proceedings are expected later in 2023 or in 2024. Additionally, in December 2022, following the favorable arbitration ruling, Quanta received $100.5 million pursuant to coverage under an insurance policy for the improper collection by PRONATEL and the MTC of the advance

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(Unaudited)

payment and performance bonds, and in January 2023 Quanta received $6.7 million pursuant to coverage under an insurance policy for nonpayment by PRONATEL and the MTC of amounts owed for work completed by Redes. Quanta is continuing to pursue collection of the ICC arbitration award and any amount collected would result in repayment of an equal amount to the insurers up to the amount received from the insurers.

Quanta also reserves the right to seek full compensation for the loss of its investment under applicable legal regimes, including investment treaties and customary international law, as well as to seek resolution through direct discussions with PRONATEL or the MTC. In connection with these rights, in May 2020 Quanta’s Dutch subsidiary delivered to the Peruvian government an official notice of dispute arising from the termination of the contracts and related acts by PRONATEL (which are attributable to Peru) under the Agreement on the Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the Republic of Peru (Investment Treaty). The Investment Treaty protects Quanta’s subsidiary’s indirect ownership stake in Redes and the project, and provides for rights and remedies distinct from the ICC arbitration. In December 2020, Quanta’s Dutch subsidiary filed a request for the institution of an arbitration proceeding against Peru with the International Centre for Settlement of Investment Disputes (ICSID) related to Peru’s breach of the Investment Treaty, which was registered by ICSID in January 2021. In the ICSID arbitration, Quanta’s Dutch subsidiary claims, without limitation, that Peru: (i) treated the subsidiary’s investment in Redes and the project unfairly and inequitably; and (ii) effectively expropriated the subsidiary’s investment in Redes and the project. In addition, Quanta’s Dutch subsidiary is seeking full compensation for all damages arising from Peru’s actions, including but not limited to (i) the fair market value of the investment and/or lost profits; (ii) attorneys’ fees and arbitration costs; (iii) other related costs and damages and (iv) pre- and post-award interest. The ICSID arbitration hearing on the merits occurred in the second quarter of 2023 and a decision is currently expected in the first half of 2024.

Quanta believes Redes is entitled to all amounts awarded by the ICC arbitration tribunal, and that its Dutch subsidiary is entitled to other amounts associated with the pending ICSID arbitration proceeding. Quanta and Redes intend to vigorously pursue recovery of the amounts awarded by the ICC arbitration tribunal and take additional legal actions deemed necessary to enforce the ICC arbitration decision. However, due to the inherent uncertainty involved with, among other things, the annulment, enforcement and related proceedings, the ultimate timing and conclusion with respect to collection of the amount of the ICC arbitration award remains unknown.

As a result of the contract terminations and the inherent uncertainty involved in arbitration proceedings and recovery of amounts owed, during the three months ended June 30, 2019, Quanta recorded a charge to earnings of $79.2 million, which included a reduction of previously recognized earnings on the project, a reserve against a portion of the project costs incurred through the project termination date, an accrual for a portion of the alleged liquidated damages, and the estimated costs to complete the project turnover and close out the project. Quanta also initially recorded a contract receivable of approximately $120 million related to the project during the three months ended June 30, 2019, which includes the amounts collected by PRONATEL through exercise of the advance payment bonds and performance bonds. As of September 30, 2023, the total amount of the receivable was not changed and is included in “Other assets, net” in the accompanying condensed consolidated balance sheet. Additionally, with respect to the amounts received pursuant to coverage under the insurance policies described above, $107.2 million is included in “Insurance and other non-current liabilities” in the accompanying consolidated balance sheet as of September 30, 2023.

After considering, as discussed above, that the ultimate timing and conclusion with respect to collection of the full amount associated with the ICC arbitration award remains unknown, Quanta has not recognized a gain in the current period. To the extent amounts in excess of the current receivable are determined to be realizable, a gain would be recorded in the period such determination is made. However, if Quanta is ultimately not successful with respect to collection of the ICC arbitration award, through annulment or otherwise, or with respect to its claims in the pending ICSID arbitration proceeding, this matter could result in an additional significant loss that could have a material adverse effect on Quanta’s consolidated results of operations and cash flows.

Lorenzo Benton v. Telecom Network Specialists, Inc., et al.

In June 2006, plaintiff Lorenzo Benton filed a class action complaint in the Superior Court of California, County of Los Angeles, alleging various wage and hour violations against Telecom Network Specialists (TNS), a former subsidiary of Quanta. Quanta retained liability associated with this matter pursuant to the terms of Quanta’s sale of TNS in December 2012. Benton represents a class of workers that includes all persons who worked on certain TNS projects, including individuals that TNS retained through numerous staffing agencies. The plaintiff class in this matter is seeking damages for unpaid wages, penalties associated with the failure to provide meal and rest periods and overtime wages, interest and attorneys’ fees. In January 2017, the trial court granted a summary judgment motion filed by the plaintiff class and found that TNS was a joint employer of the class members and that it failed to provide adequate meal and rest breaks and failed to pay overtime wages. During 2019 and

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(Unaudited)

2020, the parties filed additional summary judgment and other motions, and a bench trial on liability and damages was held. Liability and damages for TNS were initially determined by the trial court to be approximately $9.5 million. Separately, in 2022, the court issued a ruling awarding attorneys’ fees and costs to plaintiffs in the amount of approximately $17.3 million. TNS appealed the trial court’s rulings, and in October 2023, the California Court of Appeal issued an opinion overruling significant portions of the trial court’s summary judgment rulings and remanding the case to the trial court for further proceedings. Specifically, the appellate court vacated the trial court’s summary judgment ruling as to meal and rest periods, which comprises the majority of the damages awarded, and affirmed the trial court’s ruling with respect to overtime wages. Quanta believes the decision by the appellate court also requires the attorneys’ fees and costs claimed by plaintiffs to be reevaluated in accordance with the final disposition of the matter. The appellate court decision remains subject to further appeal by either party, and the plaintiffs have filed a petition for rehearing with the appellate court on a number of issues. Additionally, Quanta intends to continue to contest its liability and the damage calculations asserted by the plaintiff class to the trial court on remand.

Additionally, in November 2007, TNS filed cross complaints for indemnity and breach of contract against the staffing agencies, which employed many of the individuals in question. In December 2012, the trial court heard cross-motions for summary judgment filed by TNS and the staffing agencies pertaining to TNS’s demand for indemnity. The court denied TNS’s motion and granted the motions filed by the staffing agencies; however, the California Appellate Court reversed the trial court’s decision in part and instructed the trial court to reconsider its ruling. In February 2017, the court denied a new motion for summary judgment filed by the staffing companies and has since stated that the staffing companies would be liable to TNS for any damages owed to the class members that the staffing companies employed. However, Quanta currently believes that, due to solvency issues, any contribution from the staffing companies may not be substantial.

The final amount of liability and attorneys’ fees payable in connection with this matter remains the subject of pending litigation and will ultimately depend on various factors, including the outcome of further proceedings by the trial court with respect to liability, damages, attorneys’ fees and expenses, and interest, as well as the solvency of the staffing agencies. Quanta has not incurred, and does not believe, at this time, that it is probable this matter will result in a material loss and the range of reasonably possible loss is not currently estimable due to the uncertainties associated with, among other things, such further proceedings.

Hallen Acquisition Assumed Liability

In August 2019, in connection with the acquisition of The Hallen Construction Co., Inc. (Hallen), Quanta assumed certain contingent liabilities associated with a March 2014 natural gas-fed explosion and fire in the Manhattan borough of New York City, New York. The incident resulted in, among other things, loss of life, personal injury and the destruction of two buildings and other property damage. After investigation, the National Transportation Safety Board determined that the probable cause of the incident was the failure of certain natural gas infrastructure installed by Consolidated Edison, Inc. (Con Ed) and the failure of certain sewer infrastructure maintained by the City of New York. Pursuant to a contract with Con Ed, Hallen had performed certain work related to such natural gas infrastructure and agreed to indemnify Con Ed for certain claims, liabilities and costs associated with its work. Numerous lawsuits are pending in New York state courts related to the incident, which generally name Con Ed, the City of New York and Hallen as defendants. These lawsuits are at various stages and generally seek unspecified damages and, in some cases, punitive damages, for wrongful death, personal injury, property damage and business interruption.

As of September 30, 2023, Quanta had not recorded an accrual related to this matter. While Quanta believes Hallen’s liabilities associated with this matter will not exceed the amount of available insurance coverage under applicable insurance policies and contractual remedies negotiated by Quanta with the former owners of Hallen, the ultimate amount of liability remains subject to uncertainties associated with pending litigation, including, among other things, the likelihood and potential amount of damages that could be asserted or awarded. To the extent this matter results in a loss that is in excess of, or not covered by, such insurance policies or contractual remedies, it could have a material adverse effect on Quanta’s consolidated financial condition, results of operations and cash flows.

Silverado Wildfire Matter

During 2022 and 2023, two of Quanta’s subsidiaries received tenders of defense and demands for preservation of evidence from Southern California Edison Company (SCE) related to lawsuits filed from April 2021 through October 2023 against SCE and T-Mobile USA, Inc. (T-Mobile) in the Superior Court of California, County of Orange. The lawsuits generally assert property damage and related claims on behalf of certain individuals and subrogation claims on behalf of insurers relating to damages caused by a wildfire that began in October 2020 in Orange County, California (the Silverado Fire) and that is purported to have damaged approximately 13,000 acres. The lawsuits allege the Silverado Fire originated from utility poles in the area, generally claiming that each defendant failed to adequately maintain, inspect, repair or replace its overhead facilities,

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equipment and utility poles and remove vegetation in the vicinity; that the utility poles were overloaded with equipment from shared usage; and that SCE failed to de-energize its facilities during red flag warnings for a Santa Ana wind event. The lawsuits allege the Silverado Fire started when SCE and T-Mobile equipment contacted each other and note the Orange County Fire Department is investigating whether a T-Mobile lashing wire contacted an SCE overhead primary conductor in high winds. T-Mobile has filed cross-complaints against SCE alleging, among other things, that the ignition site of the Silverado Fire encompassed two utility poles replaced by SCE or a third party engaged by SCE, and that certain equipment, including T-Mobile’s lashing wire, was not sufficiently re-secured after the utility pole replacements. One of Quanta’s subsidiaries performed planning and other services related to the two utility poles, and another Quanta subsidiary replaced the utility poles and reattached the electrical and telecommunication equipment to the new utility poles in March 2019, approximately 19 months before the Silverado Fire. Pursuant to the general terms of a master services agreement and a master consulting services agreement between the Quanta subsidiaries and SCE, the subsidiaries agreed to defend and indemnify SCE against certain claims arising with respect to performance or nonperformance under the agreements. The SCE tender letters seek contractual indemnification and defense from Quanta’s subsidiaries for the claims asserted against SCE in the lawsuits and the T-Mobile cross-complaints.

Quanta’s subsidiaries intend to vigorously defend against the lawsuits, the T-Mobile cross-complaints and any other claims asserted in connection with the Silverado Fire. Quanta will continue to review additional information in connection with this matter as litigation and resolution efforts progress, and any such information may potentially allow Quanta to determine an estimate of potential loss, if any. As of September 30, 2023, Quanta had not recorded an accrual with respect to this matter, and Quanta is currently unable to reasonably estimate a range of reasonably possible loss, if any, because there are a number of unknown facts and legal considerations that may impact the amount of any potential liability. Quanta also believes that to the extent its subsidiaries are determined to be liable for any damages resulting from this matter, its insurance would be applied to any such liabilities over its deductible amount and its insurance coverage would be adequate to cover such potential liabilities. However, the ultimate amount of any potential liability and insurance coverage in connection with this matter remains subject to uncertainties associated with pending and potential future litigation.

Insurance

Quanta is insured for, among other things, employer’s liability, workers’ compensation, auto liability, aviation and general liability claims. Quanta manages and maintains a portion of its casualty risk indirectly through its wholly-owned captive insurance company, which insures all claims up to the amount of the applicable deductible of its third-party insurance programs, as well as with respect to certain other amounts.

As of September 30, 2023 and December 31, 2022, the gross amount accrued for employer’s liability, workers’ compensation, auto liability, general liability, and group health claims totaled $332.5 million and $319.6 million, of which $216.5 million and $209.8 million are included in “Insurance and other non-current liabilities,” and the remainder is included in “Accounts payables and accrued expenses.” Related insurance recoveries/receivables as of September 30, 2023 and December 31, 2022 were $5.2 million and $5.8 million, of which $0.3 million and $0.3 million are included in “Prepaid expenses and other current assets” and $4.9 million and $5.5 million are included in “Other assets, net.”

Bonds and Parent Guarantees

As of September 30, 2023, the total amount of the outstanding performance bonds was estimated to be approximately $7.0 billion. Quanta’s estimated maximum exposure related to the value of the performance bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each commitment under a performance bond generally extinguishes concurrently with the expiration of its related contractual obligation. The estimated cost to complete these bonded projects was approximately $2.7 billion as of September 30, 2023.

Capital Commitments and Other Committed Expenditures

As of September 30, 2023, Quanta had $65.3 million of production orders with expected delivery dates during the remainder of 2023 and $53.6 million of production orders with expected delivery dates in 2024 for capital commitments primarily related to the expansion of its equipment fleet. The majority of this amount relates to the expansion of Quanta’s equipment fleet in order to accommodate manufacturer lead times on certain types of vehicles. Although Quanta has committed to purchase these vehicles at the time of their delivery, Quanta anticipates that the majority of these orders will be assigned to third party leasing companies and made available under certain master equipment lease agreements, thereby releasing Quanta from its capital commitments.

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15. DETAIL OF CERTAIN ACCOUNTS:

Cash and Cash Equivalents

As of September 30, 2023 and December 31, 2022, cash equivalents were $140.8 million and $260.1 million and consisted primarily of money market investments and money market mutual funds. Quanta’s cash equivalents are categorized as Level 1 assets, as all values are based on unadjusted quoted prices for identical assets in an active market. Cash and cash equivalents in foreign bank accounts are primarily held in Canada and Australia.

Cash and cash equivalents held by joint ventures, which are either consolidated or proportionately consolidated, are available to support joint venture operations, but Quanta cannot utilize those assets to support its other operations. Quanta generally has no right to cash and cash equivalents held by a joint venture other than participating in distributions, to the extent made, and in the event of dissolution. Cash and cash equivalents held by Quanta’s wholly-owned captive insurance company are generally not available for use in support of its other operations. Amounts related to cash and cash equivalents held by consolidated or proportionately consolidated joint ventures and the captive insurance company, which are included in Quanta’s total cash and cash equivalents balances, were as follows (in thousands):


	September 30, 2023		December 31, 2022
Cash and cash equivalents held by domestic joint ventures	$	34,684	$	14,291
Cash and cash equivalents held by foreign joint ventures	8,188		6,277
Total cash and cash equivalents held by joint ventures	42,872		20,568
Cash and cash equivalents held by captive insurance company	21,758		35,085
Cash and cash equivalents not held by joint ventures or captive insurance company	240,725		372,852
Total cash and cash equivalents	$	305,355	$	428,505

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accounts payable, trade	$	1,990,788	$	1,302,086
Accrued compensation and related expenses	582,136		469,048
Other accrued expenses	396,169		381,995
Accounts payable and accrued expenses	$	2,969,093	$	2,153,129

Other accrued expenses primarily include accrued insurance liabilities, income and franchise taxes payable and deferred revenues.

Property and Equipment

Accumulated depreciation related to property and equipment was $1.78 billion and $1.65 billion as of September 30, 2023 and December 31, 2022. In addition, Quanta held property and equipment, net of $254.7 million and $298.0 million in foreign countries, primarily Canada, as of September 30, 2023 and December 31, 2022.

Other Intangible Assets

Accumulated amortization related to other intangible assets was $1.24 billion and $1.02 billion as of September 30, 2023 and December 31, 2022.

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16. SUPPLEMENTAL CASH FLOW INFORMATION:

Reconciliations of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of such amounts shown in the statements of cash flows are as follows (in thousands):


	September 30,
	2023		2022
Cash and cash equivalents	$	305,355	$	215,395
Restricted cash included in “Prepaid expenses and other current assets” (1)	3,393		1,993
Restricted cash included in “Other assets, net” (1)	1,141		950
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows	$	309,889	$	218,338


	December 31,
	2022		2021
Cash and cash equivalents	$	428,505	$	229,097
Restricted cash included in “Prepaid expenses and other current assets” (1)	3,759		1,836
Restricted cash included in “Other assets, net” (1)	950		954
Total cash, cash equivalents, and restricted cash reported in the statements of cash flows	$	433,214	$	231,887

(1) Restricted cash includes any cash that is legally restricted as to withdrawal or usage.

Supplemental cash flow information related to leases is as follows (in thousands):


	Nine Months Ended
	September 30,
		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used by operating leases		$	(71,504)	$	(72,256)
Operating cash flows used by finance leases		$	(1,181)	$	(82)
Financing cash flows used by finance leases		$	(1,680)	$	(1,076)
Lease assets obtained in exchange for lease liabilities:
Operating leases		$	81,101	$	54,779
Finance leases		$	27,801	$	1,865
Lease financing transaction assets obtained in exchange for lease financing transaction liabilities		$	27,584	$	29,602

Additional supplemental cash flow information is as follows (in thousands):


	Nine Months Ended
	September 30,
		2023		2022
Cash (paid) received during the period for:
Interest paid		$	(113,440)	$	(61,815)
Income taxes paid		$	(171,210)	$	(74,825)
Income tax refunds		$	5,244	$	5,966

Accrued capital expenditures were $21.3 million and $25.4 million as of September 30, 2023 and 2022. The impact of these items has been excluded from Quanta’s capital expenditures in the accompanying condensed consolidated statements of cash flows due to their non-cash nature.

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